Wendy Arlin
Wendy'sAbout Wendy C. Arlin
Wendy C. Arlin, age 54, has served as an independent director of The Wendy’s Company since 2023; she is a certified public accountant, former CFO of Bath & Body Works, and qualifies as an SEC “audit committee financial expert.” She currently chairs Wendy’s Audit Committee and sits on the Compensation & Human Capital Committee (and its Performance Compensation Subcommittee), bringing deep finance, accounting, and governance expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bath & Body Works, Inc. (BBWI) | Executive Vice President & Chief Financial Officer | Aug 2021 – Jul 2023 | Senior finance leadership of a Fortune 500 retailer; oversight of reporting and controls |
| L Brands, Inc. | SVP, Finance & Corporate Controller | 2005 – 2021 | Led corporate finance, reporting, accounting, shared services |
| KPMG LLP | Audit practice (partner in charge roles) | ~12 years prior to L Brands | Partner in charge of central Ohio consumer and industrial/ICE practices; public company audit leadership |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| WK Kellogg Co | Director | Oct 2023 | Current public company board |
| Kohl’s Corporation | Director | Dec 2023 | Current public company board |
Board Governance
- Independence: The Board affirmatively determined Ms. Arlin is independent under Nasdaq rules and company Independence Standards .
- Committee assignments: Audit Committee Chair; Compensation & Human Capital Committee member; also serves on the Performance Compensation Subcommittee .
- Meeting cadence: Audit Committee met 5 times in 2024; Compensation & Human Capital Committee held 9 joint meetings with the Subcommittee in 2024 .
- Attendance: Company-wide Board/committee attendance was approximately 98% in 2024; each director attended at least 75% of aggregate meetings; all directors attended the 2024 annual meeting .
Fixed Compensation
| Component | Program Terms | Arlin 2024 Actual ($) |
|---|---|---|
| Board annual cash retainer | $80,000 | Included in Fees Earned |
| Audit Committee member retainer | $14,000 | Included in Fees Earned |
| Audit Committee Chair retainer | +$20,000 (additional) | Included in Fees Earned |
| Compensation & Human Capital Committee member retainer | $10,500 | Included in Fees Earned |
| Meeting fees (other committees) | $2,000 per meeting (no fees for Audit, Comp, Subcommittee, CSR, NCG, Tech) | N/A (not itemized) |
| Total fees earned or paid in cash (Arlin) | — | $112,685 |
Performance Compensation
| Equity Component | Grant Value | Vesting | Arlin 2024 Actual ($) |
|---|---|---|---|
| Annual restricted stock award (non-management directors) | $162,500 grant-date fair value | Vests on earlier of 1st anniversary or next annual meeting, subject to service | $162,500; Arlin elected to defer into RSUs under 2009 Directors’ Deferred Compensation Plan |
- Performance metrics: Director equity grants are time-based; no performance metrics disclosed for director compensation .
Other Directorships & Interlocks
- Current public boards: WK Kellogg Co; Kohl’s Corporation .
- Interlocks/conflicts: No related-person transactions disclosed involving Ms. Arlin. Board independence review affirmed her independence; related-party items disclosed pertain to other directors (AMC advertising with Dolan; Yellow Cab franchisee affiliations with Peltz family; Trian agreement) and were reviewed/approved by the Audit Committee per policy .
Expertise & Qualifications
- Audit committee financial expert designation; financially sophisticated under Nasdaq rules .
- Senior executive experience in corporate finance, reporting, accounting controls; governance, risk management, and compliance .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of Mar 24, 2025) | 13,019 shares | Less than 1% of class; includes 9,669 RSUs (contingent right to one share each) |
| RSUs outstanding (as of Dec 29, 2024) | 9,513 RSUs | Deferred annual director awards; increases reflect subsequent accruals/deferrals by Mar 2025 |
| Stock ownership guidelines (directors) | ≥5x annual cash retainer; must hold 100% of net shares until compliant | Applies to all non-management directors |
| Pledging/hedging | Company prohibits hedging; pledged shares do not count; none of directors have pledged shares as of proxy date | Policy and status disclosed |
Governance Assessment
- Strengths: Independent Audit Chair with CPA background and audit “financial expert” status enhances oversight of financial reporting, controls, auditor independence, and ERM; service on Compensation & Human Capital Committee and Subcommittee indicates active role in pay governance and clawback adherence .
- Alignment: Director pay mix balances cash retainers with equity that vests annually; ownership guidelines require significant stock holdings and retention; anti-hedging and no pledging support alignment with shareholders .
- Time commitments: WEN adopted limits on outside boards; directors generally expected to serve on no more than four other public company boards; Arlin’s two outside public boards are within policy, mitigating overboarding concerns .
- RED FLAGS: None disclosed for Arlin—no related-party transactions, no pledging/hedging, independence affirmed; attendance thresholds met at Board level and high overall attendance .